The Company leases its stores
under non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

Fiscal Year

2010

$

132,497

2011

133,527

2012

132,021

2013

127,000

2014

121,079

Thereafter

440,062

Total minimum lease payments

$

1,086,186

Amounts noted above include commitments for 34 executed leases for stores not opened as of
January 31, 2009. The majority of our leases allow for renewal options between five and ten years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate taxes.
Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

Rent expense consisted of the following:

Fiscal Year Ended January 31,

2009

2008

2007

Minimum and percentage rentals

$

112,907

$

100,020

$

73,058

Contingent rentals

1,993

3,282

1,991

Total

$

114,900

$

103,302

$

75,049

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from our
vendors in the normal course of business, which are liquidated within 12 months, of $302,961. The majority of the Companys merchandise commitments are cancellable with no or limited recourse available to the vendor until merchandise shipping
date. The Company also has commitments related to contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $1,684.

Full and part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan,
employees can defer 1% to 25% of compensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested while
the Companys matching contribution vests at 20% per year of employee service. The Companys contributions were $1,090, $969 and $812 for fiscal years 2009, 2008 and 2007, respectively.

Contingencies

The Company is party
to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Companys financial position, results of operations or cash
flows.

11. Commitments and Contingencies

STYLE="margin-top:6px;margin-bottom:0px; margin-left:2%">Leases

The Company leases its storesunder non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">

Fiscal Year

2010

$

132,497

2011

133,527

2012

132,021

2013

127,000

2014

121,079

Thereafter

440,062

Total minimum lease payments

$

1,086,186

Amounts noted above include commitments for 34 executed leases for stores not opened as ofJanuary 31, 2009. The majority of our leases allow for renewal options between five and ten years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate taxes.Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from ourvendors in the normal course of business, which are liquidated within 12 months, of $302,961. The majority of the Companys merchandise commitments are cancellable with no or limited recourse available to the vendor until merchandise shippingdate. The Company also has commitments related to contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $1,684.

FACE="Times New Roman" SIZE="2">Full and part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan,employees can defer 1% to 25% of compensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested whilethe Companys matching contribution vests at 20% per year of employee service. The Companys contributions were $1,090, $969 and $812 for fiscal years 2009, 2008 and 2007, respectively.

The Company is partyto various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Companys financial position, results of operations or cashflows.

The Company leases its stores
under non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

Fiscal Year

2009

$

114,850

2010

110,667

2011

102,821

2012

99,502

2013

95,197

Thereafter

394,708

Total minimum lease payments

$

917,745

Amounts noted above include commitments for 31 executed leases for stores not opened as of
January 31, 2008. The majority of our leases allow for renewal options between five and ten years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate taxes.
Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

Rent expense consisted of the following:

Fiscal Year Ended January 31,

2008

2007

2006

Minimum and percentage rentals

$

100,020

$

73,058

$

61,603

Contingent rentals

3,282

1,991

3,309

Total

$

103,302

$

75,049

$

64,912

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from our
vendors in the normal course of business, which are liquidated within 12 months, of $54,107 and contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $9,665.

Benefit Plan

Full and
part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan, employees can defer 1% to 25% of
compensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested while the Companys matching
contribution vests at 20% per year of employee service. The Companys contributions were $969, $812 and $691 for fiscal years 2008, 2007 and 2006, respectively.

The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the
Companys financial position, results of operations or cash flows.

10. Commitments and Contingencies

STYLE="margin-top:6px;margin-bottom:0px; margin-left:2%">Leases

The Company leases its storesunder non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">

Fiscal Year

2009

$

114,850

2010

110,667

2011

102,821

2012

99,502

2013

95,197

Thereafter

394,708

Total minimum lease payments

$

917,745

Amounts noted above include commitments for 31 executed leases for stores not opened as ofJanuary 31, 2008. The majority of our leases allow for renewal options between five and ten years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate taxes.Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from ourvendors in the normal course of business, which are liquidated within 12 months, of $54,107 and contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $9,665.

Benefit Plan

Full andpart-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan, employees can defer 1% to 25% ofcompensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested while the Companys matchingcontribution vests at 20% per year of employee service. The Companys contributions were $969, $812 and $691 for fiscal years 2008, 2007 and 2006, respectively.

FACE="Times New Roman" SIZE="2">The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on theCompanys financial position, results of operations or cash flows.

The Company leases its stores
under non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

Fiscal Year

2008

$

92,280

2009

95,008

2010

89,598

2011

77,963

2012

74,234

Thereafter

290,702

Total minimum lease payments

$

719,785

Amounts noted above include commitments for 27 executed leases for stores not opened as of
January 31, 2007. The majority of our leases allow for renewal options between five and ten years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate taxes.
Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

Rent expense consisted of the following:

Fiscal Year Ended January 31,

2007

2006

2005

Minimum and percentage rentals

$

73,058

$

61,603

$

54,992

Contingent rentals

1,991

3,309

2,329

Total

$

75,049

$

64,912

$

57,321

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from our
vendors in the normal course of business, which are liquidated within 12 months, of $26,769 and contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $4,922.

Benefit Plan

Full and
part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan, employees can defer 1% to 25% of
compensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested while the Companys matching
contribution vests at 20% per year of employee service. The Companys contributions were $812, $691 and $527 for fiscal years 2007, 2006 and 2005, respectively.

The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the
Companys financial position, results of operations or cash flows.

The Company leases its stores
under non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for operating leases with original terms in excess of one year:

Fiscal Year

2007

$

78,761

2008

82,855

2009

81,374

2010

76,748

2011

66,865

Thereafter

287,176

Total minimum lease payments

$

673,779

Amounts noted above include commitments for twenty six executed leases for stores not opened as of
January 31, 2006. The majority of our leases allow for renewal options between five and fifteen years upon expiration of the initial lease term. The store leases generally provide for payment of direct operating costs including real estate
taxes. Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of total sales to be paid to landlords in lieu of minimum rent.

The Company also has commitments for un-fulfilled purchase orders for merchandise ordered from our
vendors in the normal course of business, which are liquidated within 12 months, of $151,137 and contracts with store construction contractors, fully liquidated upon the completion of construction, which is typically within 12 months, of $36,814.
The Commitment for construction contracts also includes obligations in connection with the construction of our home office campus in the Philadelphia Navy Yard, which is expected to be complete by the end of the third quarter of fiscal 2007.

Benefit Plan

Full and
part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the Plan). Under the Plan, employees can defer 1% to 25% of
compensation as defined. The Company makes matching contributions in cash of $0.25 per employee contribution dollar on the first 6% of the employee contribution. The employees contribution is 100% vested while the Companys matching
contribution vests at 20% per year of employee service. The Companys contributions were $691, $527 and $401 for fiscal 2006, 2005 and 2004, respectively.

Contingencies

On March 26, 2004, an employee filed an employment related suit seeking class
action status, unspecified monetary damages and equitable relief against Anthropologie, Inc., a subsidiary of the Company, in the Superior Court of California for Orange County. The complaint alleges that, under California law, the plaintiff and
certain other employees were misclassified as employees exempt from overtime and seeks recovery of unpaid wages, penalties and damages. On October 6, 2005, the Superior Court granted the plaintiffs motion for class certification. The
Company believes the claim is frivolous and without merit and intends to defend it vigorously.

The Company is party to various other legal
proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Companys financial position, results of operations or cash flows.

The Company leases its stores under non-cancelable operating leases. The following is a schedule by year of the future minimum lease payments for
operating leases with original terms in excess of one year:

Fiscal Year

2006

$

62,064

2007

63,444

2008

62,536

2009

61,513

2010

56,779

Thereafter

215,155

Total minimum lease payments

$

521,491

Amounts noted above
include commitments for nineteen executed leases for stores not opened as of January 31, 2005. The majority of our leases allow for renewal options between five and fifteen years upon expiration of the initial lease term. The store leases generally
provide for payment of direct operating costs including real estate taxes. Certain store leases provide for contingent rentals when sales exceed specified levels. Additionally, the Company has entered into store leases that require a percentage of
total sales to be paid to landlords in lieu of minimum rent.

Rent expense consisted of the following:

Fiscal Year Ended January 31,

2005

2004

2003

Minimum and percentage rentals

$

54,992

$

43,810

$

36,975

Contingent rentals

2,329

786

797

Total

$

57,321

$

44,596

$

37,772

The Company also
leases certain office equipment under a non-cancelable capital lease, which expires in April 2005. Principal payments remaining under this capital lease for fiscal 2006 are $60.

Benefit Plan

Full and part-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban
Outfitters 401(k) Savings Plan (the Plan). Under the Plan, employees can defer 1% to 25% of compensation as defined. The Company makes matching contributions of $0.25 per employee contribution dollar on the first 6% of the employee
contribution. The employees contribution is 100% vested while the Companys matching contribution vests at 20% per year of employee service. The Companys contributions were $527, $401 and $336 for fiscal 2005, 2004 and 2003,
respectively.

On March 26, 2004, an employee filed an employment related suit seeking class action status, unspecified monetary damages
and equitable relief against Anthropologie, Inc., a subsidiary of the Company, in the Superior Court of California for Orange County. The complaint alleges that, under California law, the plaintiff and certain other employees were misclassified as
employees exempt from overtime and seeks recovery of unpaid wages, penalties and damages. The Company believes the claim is without merit and intends to defend it vigorously.

The Company is party to various other legal proceedings arising from normal business activities. Management believes that
the ultimate resolution of these matters will not have a material adverse effect on the Companys financial position or results of operations.